Of Parasites
by RavensDagger
Summary: parasite [ˈpærəˌsaɪt] noun An animal or plant that lives in or on another (the host) from which it obtains nourishment. The host does not benefit from the association and is often harmed by it. In the case of some parasites they can take over the host body, controlling or morphing it to suite their inherent needs.


He ran, hooves pounding the soggy ground and thundering over rocks. Air flowed in and out of his mouth frantically, sending small puffs of foggy air that billowed in the cold wind until they were swallowed by the freezing air.

His eyes twitched nervously as they looked from tree to tree, desperately searching for a constant path through the thick woods. Suddenly, a sheer cliff wall faced him. Piles of haphazardly-placed rocks led up to an unseen height. "Crap," he swore between breaths.

Looking behind himself, he couldn't see his unnatural pursuer. Maybe he had lost them? His ear perked up as birds chirped and flew away suddenly, quickly followed by the sound of things rushing through the bushes.

"Celestia, please help me." Picking a direction at random, the yellow stallion ran.

* * *

Sunlight streamed through the tall cathedral-style windows of the classroom, illuminating the huge room with its bright summer rays. Students sat at their places, chatting with one another or glancing through their new textbooks. Many slept, their heads leaned forwards or backwards in a vain attempt to make themselves comfortable. Above the blackboard, a small clock ticked. It had been ticking for twenty minutes since the time that the class was supposed to start.

"Dicrocoelium dendriticum!" screamed a brown stallion as he stormed into the classroom, his hooves clacking loudly against the old marble floor as students shook themselves awake.

"Dicrocoelium dendriticum, is a worm. More importantly, it's a parasite. But a very interesting parasite."

The students looked at each other, wondering just what they had gotten into upon walking into that classroom.

Professor Dilly Dally threw his briefcase onto the old used desk at one end of the room, snapping it open, he removed a few sheets of transparent paper and brought them to the projector set in the centre of the room. "You see, our little parasites live very exciting lives. They are born in the livers of cows, goats or even you, ponies."

Turning, Dilly Dally ran to the board, hopping up to bite the canvas screens's handle, pulling it over the blackboard. "But that's not very interesting, now is it? Eventually, the host creature will... well." The professor blushed slightly. Adjusting his thick glasses, he went on, "It will defecate."

"At that point in its life, our little Dicrocoelium dendriticum will look something like this." Stretching his wing, the professor tapped on the projector. A dozen voices throughout the auditorium squealed in disgust. "Not the nicest of critters..."

He flicked another button with his brown wingtip. With a click, the image changed to one of an inoffensive snail. Some of the students sighed. "A friendly snail will slug along, eating one of our little parasites. The parasite, being well accustomed to the insides of other creatures, will live inside the snail. That is, until it reaches maturity. That's when the Dicrocoelium dendriticum slimes out of the snail... literally."

One of the students lifted a hoof and waved it around. "Yes, Mirage?" asked the professor.

"Um, Mister Dally, what does this have to do with our military history class?"

"... Mirage?" The professor smiled, small creases appearing at the edges of his eyes.

"Yes, sir?" answered the pony, looking at her fellow classmates self-consciously.

"Shut up." Dilly Dally turned back to the projector, this time fumbling at it with his hooves until the image finally changed. "Aha! Is there anypony here who knows what that is?" he exclaimed loudly, pointing at the picture of an ant hanging on to the tip of a leaf.

Eighty eyes stared at him. "It's an ant?" somepony finally said, breaking the awkward silence.

"Wrong!" said the professor happily. Then he relented, "Well, actually you're right. That is an ant, but that ant is special. You see, it no longer controls its body. It's possessed. By whom? Why, our favorite little parasite of course!

"The Dicrocoelium dendriticum hangs on to a gland under the esophagus. Using the nerves found there, it takes control of the ant's body. Using this body, it climbs to the top of a blade of grass, waiting to be eaten by an unsuspecting pony or cow." The professor began bouncing from hoof to hoof excitedly. "Isn't it cool?"

The students all looked at each other again. "Er... Professor Dally?" asked Mirage.

"Yes, Mirage?"

"What does this have to do with our military history class?"

The professor slapped a hoof to his forehead, giving out an exasperated sigh as he did so. "What is this class meant to teach, Mirage?"

The pony fumbled around, aware of the eyes of other ponies on her back. "Um, military history of Equestria, as well as natural warfare... With subject matter delving into creatures, magics, and other threats..."

"Yes, now would you care to explain the link between this parasite and our course lesson?" He smiled patiently; each and every year he befuddled his students with a new fact or subject, each and every year they stared at him as if he had suddenly grown tentacles until finally they gave up, conceding to him the victory.

A female voice from near the entrance spoke up. "Simple, the Dicrocoelium dendriticum is small, weak, and almost inoffensive, and yet it is capable of thriving in many places, even going as far as taking over the body of a much more powerful organism to suit its purposes. Interestingly enough, it even goes as far as to kill this organism to aid itself. If applied to military tactics, then you could compare this to a David versus Goliath scenario, wherein a weak but pliable force maneuvers in such a way as to break a much more powerful one."

The professor pouted as he looked at the shadow-covered mare, partially hidden by the entrance's archway. "You're boring," he said.

One of the pony's hooves rose, touching her mouth as she stifled a light giggle. "Yes, you've told me that before. 'You spend too much time in those dusty old books', you always used to say."

The professor tilted his head, examining the lavender hooves of the pony. Suddenly, his eyes widened in glee as he began bouncing happily. "Is that you, Twilight?!"

Twilight Sparkle walked out from the shadows of the doorway. Her purple eyes squinted into a smile. "Hello, Dilly Dally. How are you doing?""

"Oh, you dropped the formalities, huh?"

"Well, it's been quite a while since you've taught me anything new..."

Dilly Dally laughed. "That's true." His face straightened, suddenly serious. "What's wrong? Why are you here?"

Twilight sighed. She opened her mouth to speak, then her eyes hovered over the large amount of students in the room. "Maybe it would be best for us to talk somewhere... private?"

The professor nodded. Turning, he trotted over to his briefcase, slamming it shut before swinging it onto his back. "Let's go Miss Sparkle," he said, turning towards the entrance.

"Um, Professor Dally?" asked Mirage as he was nearing the exit. "What about us, sir?"

"Er... open your textbooks to page three hundred and twelve, read it twice, then recite the alphabet." He began walking again.

"Sir," cried out Mirage, "our textbooks don't have three hundred pages!"

The door to the classroom shut with finality.

* * *

The old, crazy professor stood beside the young and studious mare as they walked down one of the school's winding exterior corridors. Palisades of carved stone were decorated with jovial flowers. The few benches that had been placed haphazardly were well-worn by the rumps of countless students over countless years. Even their somber hoof falls echoed happily off the marble walls.

"So, what's going on?" he finally asked, just as they passed another of the school's decorative arches. The pair was slowly making their way towards the nearby castle. The majestic view of Canterlot's tall spires and incredible towers was ignored by both as they kept a steady pace.

"A creature has been loitering around Canterlot."

Dilly Dally looked at her from the corner of his eye. "Are you seriously telling me that I am missing out on the opportunity to bully my students because of this?"

Twilight Sparkle smiled lightly. "You know as well as I do that I wouldn't normally bother you for this; it's just that some ponies went missing, and the... circumstances were odd. We thought that you might be able to help."

"We?" he asked as they trotted into the school's courtyard. In the centre of the well-gardened field was a carriage tied to two pegasi Royal Guards.

"My brother, Shining Armour, Princess Celestia, and me."

The professor stopped. "Princess Celestia? _And_ the captain of the royal guard? Goddess, this can't be good."

Twilight Sparkle remained quiet as she marched towards the carriage. Her mane and tail billowed in the light breeze as she turned to the professor. "What we are going to see must remain a secret. If you believe that you're unable to keep it, or, if you don't wish to shoulder the responsibility... please leave."

The two guards at the fore of the carriage snorted, shaking their heads as they nervously pawed the ground. "So, Professor... will you come?"

Dilly Dally huffed. "Of course I will!" Pushing the mare aside, he hopped into the carriage, fluttering his wings to aid him up.

* * *

Dilly Dally hung on to the edge of the carriage, his head dangling over the edge as he retched. The two pilots wore cringes of disgust as she spewed his lunch over the carriage's side.

"I didn't know you disliked carriages this much, Professor Dally," said Twilight Sparkle, rubbing his back.

"It's fine. I just don't like flying is all." Twilight Sparkle's rubbing stopped.

"You don't like flying... you're a pegasus! How can you _not _like flying? You're born with wings; you're meant to fly!"

Pulling himself back into the carriage, Dilly Dally looked at her, his face green with airsickness. "Yeah, and I'm supposed to get a good salary as a teacher, too. Pfft, leave me alone."

She stifled a laugh. "That would explain why you're always late."

Dilly Dally turned away, grumbling under his breath as the carriage became quiet, only the sound of the guard's wingbeats breaking the silence.

"Ma'am, sir, we're almost there," shouted one of the pegasi pulling the carriage, just as the sleek wooden vessel angled itself down, piercing through the wind.

Moments later Dilly Dally spotted their destination. Dozens of tan tents formed perfect rows on the edge of the Canterlot mountains. Around the camp a protective pink bubble pulsated and glowed as it kept everything out, reflecting the midday sun brightly as birds from the nearby forest chirped and flew around the curious sphere.

As the carriage approached, a section of the bubble opened, allowing access into the shielded area. Swiftly, the vessel slipped in. Turning slightly to align itself with the road at the centre of the camp, it pulled down until its wheels scraped lightly against the dusty soil.

Twilight Sparkle tapped Dilly Dally's shoulder. "Come on, Professor," she said before teleporting herself out of the vehicle. Dilly Dally hopped out, his briefcase held firmly in his muzzle as he flapped his wings to slow his descent before landing with a light 'oomph'.

"Hello, Professor Dilly Dally. I've heard a lot about you." Looking up, the professor stared into the blue eyes of Shining Armour. The stallion stood proudly, wearing a thick, resplendent suit of plate mail. On his white horn was a small golden band.

"Hmph," snorted Dilly Dally, "you must be Twilight's older brother?" He inspected the soldier with a keen eye. "I was expecting somepony more... impressive."

The armoured stallion smiled. "I was expecting somepony wittier."

The two stallions grinned at each other. Finally, Twilight gave out an exasperated sigh. "Come on, you two. Stop this."

"She's right. Come Professor, we'll brief you in the command tent." Snapping around, Shining Armour began leading them towards the largest tent in the camp, this one adorned with a flag of Equestria on its side. Pulling the flap back with his magic, Shining Armour let Twilight and the professor walk into the cool tent before following, shutting the flap closed behind him.

"So, what's going on around here?" said Dilly Dally, trotting to a nearby desk and began rummaging through some sheets of paper.

"Two weeks ago, various reports of missing ponies began popping up around this region. At first we thought nothing of it, but now the amount of ponies being taken is increasing. We posted warnings in the local municipalities for ponies to stay indoors at all times. Nonetheless, two days ago we found our first victim." Shining Armour trotted over to a metallic drawer in one corner of the tent. Opening it, he pulled out a small pile of images.

The images flew across the room, landing with a smack in front of the desk Dilly Dally was at. With a wingtip, the professor pushed the images around, laying them out as to see them.

"Goddess, what could have done this?"

Twilight shook her head. "We don't know yet. After the first few cases Princess Celestia asked me to come and help, but my knowledge of this sort of thing is insufficient. That's why you're here, Professor."

"I see. What does this have to do with military history?"

The two siblings looked at each other. "Sir," began Shining Armour, "we believe that the... creature... that did this is still around. We want to know what it is, and _why_ it's doing this. You might be able to answer both our questions, Professor."

The professor pushed the images aside in disgust. With a wingtip, he adjusted his glasses. "Then what? What are you going to do once you capture it?"

Shining Armour shared a look of deep resolve with the professor. "We're going to kill it."

* * *

_Thump_

"Hmm?" groaned Silver Spoon from under the covers of her bed. What was that sound? Turning over, she looked around the dark confines of her room, the moonlight spilling through the open windows and splashing against the walls with a series of eerie shadows.

_Da-Thump_

Shaking herself awake, the filly slumped out of bed. Was mommy doing something downstairs? Was daddy here to pick her up already? That wasn't possible; he wasn't supposed to come until tomorrow night. The grey filly shuffled along, her hooves occasionally shoving aside a stray toy that would roll across the floor.

Arriving at the door, the filly grabbed its handle, twisting it slowly to squeeze into the dark hallway beyond. From there, she could see into her mother's nearby room, the lumpy form of her mother on the bed moving up and down as she snored lightly. If mom was there, then who was-

_Thump_

Silver Spoon shivered. Somepony was downstairs. Inching forward, the wide eyed filly slid through the shadows, arriving at the edge of the staircase's banister. Looking down the wooden steps, she could see the bottom floor. Nothing was there. Just the usual assortment of furniture and a few toys that had found their way there during the course of the day.

Gulping in an attempt to bolster her confidence, the grey filly started walking down the steps, trying her best to minimize the pitter-patter of her little hoofsteps.

_Thump_

She froze, one hoof hovering inches above the floor. There it was. The front door of the house, a beautifully carved wooden affair with dozens of small glass planes, was shaking.

_Da-Thump_

"I-Is somepony there?" she asked, her voice squeaking a little. Only silence answered her. Slowly, her hoof touched the ground, then another as she began making her way towards the door, her hooves thumping lightly against the wooden floor in time with her frantically beating heart.

_**Thump**_

A dark form crashed against the door, rattling the glass and making the filly gasp in fright. It was vaguely pony-shaped in the dark moonlight, its mane in a crazy disarray as it slowly backed away from the entrance. 'It's only a pony,' she told herself, 'he probably only wants some help... maybe he's hurt?'

Glancing around, she spotted her mom's baseball bat on a nearby table. Mommy said that she kept it there just in case... Maybe this was one of those cases? Silently as she could, the filly trotted over to the bat, grabbing the edge of it with her teeth and pulling. Suddenly, with a loud flutter, a newspaper fell; it had been placed atop the bat. With a smack, the paper landed on the floor. It opened on a page that proclaimed 'Another Pony Goes Missing. Canterlot Forces Investigate'. The filly stared at it. Her heart beating wildly in her chest.

_Thump_

Gulping, she moved towards the entrance, bat in muzzle. "Bachk away phrom the der, I gotsh a weaspon!" she proclaimed through her filled mouth.

Silence.

The filly couldn't take it anymore. Rearing up, she reached for the door handle, unlocking it with a click.

With a rusty squeak the door opened outwards. The filly's wide eyes scanned the outside of her house. Nothing. Just the small garden she played in with mommy, and the nice house of the old mare next door who gave her candy.

Smiling to herself in relief, she spat out the bat, letting it roll across the floor until it came to rest against the newspaper. Reaching out, she looked at the handle. All she had to do was close the door and go back to bed, right?

_Ssssssss_

Tears suddenly stung the filly's eyes as she slowly turned her head towards the sound. "Mommy!"

* * *

The thin blade sank into the skin, pulling it taut before finally piercing it. Then it began to slide forward with unnerving precision, splitting open the body underneath it. Beads of sweat mixed with the slowly flowing blood of the new wound as the blade continued its forward path, always cutting with its razor-sharp edge.

Dilly Dally held a hoof to his mouth as he watched the doctor dissect the corpse. On a clean white table was a yellow stallion, dried crusty blood surrounding the many cuts and scratches that covered its body.

"We found this one at the base of Canterlot mountain," reported Twilight Sparkle, her voice calm and oddly serene as she spoke. "His body was like that, covered in scratches and cuts."

"What did he die of?" asked Dilly Dally, his voice quiet and somber.

"We're not sure. The cuts are bad, but the blood loss isn't enough to kill a full grown stallion. No infections, no dehydration, malnourishment, or obvious signs of poisoning. We don't know what killed him." Twilight Sparkle shook her head in disappointment.

The three ponies remained quiet. The doctor froze as he stood above the inanimate body. Gently placing his scalpel aside, the doctor backed away from the cold corpse and trotted to the window that separated the operating room from the observation room.

"Captain Armour, I found something disturbing inside the body. Permission to remove a sample?"

Shining Armour turned to his sister, almost as if asking her for that same permission. She nodded once. "Of course, Doc. Go right on ahead," he said.

The doctor turned, picked up the scalpel again, and went back to work. Soon he pulled out a dripping form form the body, dumping it unceremoniously on a platter.

"This is it, sir," said the doctor, carrying the platter over to the window. The three ponies in the enclosed area leaned forward, inspecting the goop-covered green ball.

"I'm not a medical doctor, but I don't think ponies are supposed to have those in their bodies," said Dilly Dally, pointing to the hoof-thick wad.

"Doctor?" asked Twilight. "Could you open it up? Look along the edge there; it looks like it's coiled..."

The doctor nodded. Placing the platter on a small table, he used his scalpel and a pair of tweezers to pry the thing open. After some forcing, the ball unraveled.

"Goddess, what is that thing?" said the professor, scrunching his face in disgust.

The doctor seemed to agree with the professor, gingerly pushing the thing further away on the platter. "Should I begin to dissect it, sir?" he asked, his eyes never leaving the flattened ball.

"I've seen that before," whispered Twilight under her breath. "I'll be right back; I think I might know something about this." The mare turned around, walking out of the well-lit observation room and into the cold night outside.

"Dear Goddess, it's moving!" screamed the doctor, his scalpel clattering across the floor as he backed away. On the table, the creature squirmed, its long worm-like body flopping around until finally, it stopped. "Th-there are more in there!" said the doctor, pointing to the stallion`s body.

Shining Armour winced in disgust. "I don't know what they are, but it looks like trouble. What do you think Professor?"

"I'm not sure, this is rather new to-" The professor stopped mid-sentence. "Did the body just move?" he asked, pointing at the dead stallion with a wingtip.

The doctor looked at Dilly Dally, then at the body. "That`s impossible! I can assure you he's certainly dead; all his vitals are gone and his body couldn't possibl-"

_Ping Clang_

The three living stallions froze. On the ground beside the autopsy table was an upside down tray, which had moments ago been atop the table. "I-I must have put it too close to the edge. Give me a moment." The doctor trotted over to the tray, nervously bending down to pick it up.

With an ungodly scream the yellow stallion on the autopsy table began to shake and shiver, its limbs sprawling as they kicked and moved around wildly. Suddenly it stopped, the head slowly turning towards the doctor with lifeless green eyes.

Rolling off the table, the stallion began dragging itself towards the backpedaling doctor. "Please, remain where you are! You need emergency medical attention, we thought you were dead," said the doctor, trying to reason with the stallion.

"Doctor, get out of there right now!" ordered Shining Armour. The observation room filled with the pink glow of his horn as he prepared to cast a spell.

The stallion jumped forward, clumsily tripping over itself to land in a heap at the doctor`s hooves. Blood smeared across the flood as it slid forward, pushing itself slowly to the doctor, its mouth salivating and mumbling incoherent words. The doctor began walking backwards, pushing carts and instruments out of his way hurriedly.

"Doctor, get out!" Shining Armour repeated himself, his horn`s glow becoming stronger.

That`s when the stallion ran, his hooves awkwardly clattering against the floor as it suddenly gained speed. The doctor raised his hooves, defending his face against the biting and gnashing stallion. Suddenly, the stallion was wrapped in a pink cocoon, his body wrenched away from the doctor to be slammed against the wall of the clinic.

"Doctor," said Shining Armour, his voice serene, "get out of there, right now."

Nodding, the doctor twisted around and ran to the door, opening it quickly before disappearing beyond it.

"What will we do with him?" the professor finally asked, nudging his head towards the stallion that was still pinned to the wall.

Shining Armour seemed to contemplate it. "We'll strap him down, get some scientists from Canterlot to look him over."

"Right... and until then?"

Shining Armour's horn glowed brighter and suddenly a sharp crack sounded out within the opperation room. "That should do it," said the armoured unicorn, his horn fading to its natural white.

The stallion in the room slumped to the floor, its chest rising and falling evenly.

"Knockout spell?" Shining Armour nodded. "Not bad..." Dilly Dally fumbled with his hooves a little. "I'll be going now."

The guard captain at his side frowned, looking at him suddenly. "Where to?"

"Canterlot."

"We still need you here."

"Ha!" barked Dilly Dally, "need me for what? This is far from military; this is way out of my league. I'll be going back to my peaceful little classroom." He reached the doorway before he felt a hoof on his shoulder.

"We're going to a small town near the base of Canterlot, Marehaven. I want you to be there. I still don't know what goddess-forsaken thing we're fighting, but the way it's moving might be predictable, and it's your job to find that out."

The professor stared at the soldier evenly. "Fine, but I want a pay raise."

"...This is voluntary work."

* * *

Dilly Dally groaned, clutching desperately to the edges of the sky-wagon. "Where are we going again?"

Twilight Sparkle, seated beside him, patted his back. "We're going to the outskirts of Marehaven," she screamed over the rushing wind. "A little town near the Canterlot forest. It's a trade stop; caravans and traders from all over stop by there before taking the trek up to Canterlot. It's not used as much anymore, ever since they built the train system."

"Right, a little town. Do we need all these ponies to come with us?" he said, waving a hoof towards the two other flying carriages, each filled with half a dozen armour-wearing ponies.

"Better to be safe than sorry. After what happened to the doctor yesterday I don't want to take any chances. The report from here was sent two days ago, and we're only now answering. Goddess knows what we'll find."

"Uh, huh? I'm still not sure why you brought me..."

Twilight Sparkle sighed. "Professor, you're the closest thing to an expert we could find on such short notice. Only yesterday we still thought that the crimes could have been committed by a group of ponies... Now I'm not so sure..."

"Any luck with that book?"

"None yet," she said, averting her eyes to the scenery, "but later I'll head over to the Canterlot archives. I'll find something there, I'm certain." She huffed, determined.

"Right..." The three ponies remained quiet, brooding over their situation as their carriage flew over the rocky terrain. Eventually the small town came into view. A dozen small, rustic houses had been built in a small clearing, all of them laid out in a basic circle around the town hall.

"Land over there," instructed Shining Armour to the pegasi pulling the chariot. He pointed towards a small roadway. The curving road led from the town to the woods, following a well-paved path to the large roads that led to Canterlot.

The three carriages shifted their alignment just as Dilly Dally's stomach shifted. Swooping down, the pegasi unfurled their wings, slowing the sky-karts until they landed with three soft thumps on the gravelly ground.

Shining Armour was the first to touch the ground as he hopped out of the vehicle, shouting orders as he did so. "Okay everypony, stay together now. I want group one to follow me as we enter the town. Group two, you stay here until we signal that you may come. This is a routine inspection and investigation. No need to be overly anxious or impolite. Understood?"

"Yes, sir!" cried out the soldiers.

Shining Armour smiled as he turned, aiding his sister out of the carriage. Dilly Dally huffed when the blue and white unicorn offered him the same aid, preferring to hop out of the vehicle with a beat of his wings. "I forgot that you were a pegasus," commented the captain.

"I forgot that you're supposed to be intelligent," grumbled the old professor. The two stallions glared at each other until Twilight Sparkle walked in between them, a beaming smile on her face.

"Shall we go guys? We need to find out how bad things are here, and then we can help the locals."

The lavender mare trotted ahead, quickly followed by her brother and six of his men. Still grumbling, Dilly Dally trotted after them.

The nine ponies arrived at the edge of the town. Small insects flew across the air, swarming around the fresh mid-summer breeze, as the sun above rained a sweltering heat upon the armoured soldiers. Beads of sweat trickled down in between the plates of their armour.

Twilight stopped suddenly, followed moments later by the rest of the column. Furrowing his brow, Dilly Dally made his way to the mare. "What's wrong?" he asked.

"I don't know yet. Something's off," she said, her eyes taking in the town.

Dilly Dally, too, looked at the town. Stalls lined the edges of the small square in front of the wooden town hall. Quaint little flowers that were placed in colourful baskets hung from the street posts, wilting in the heat. The doors to many a shop were wide open, inviting ponies in. The whirl of ventilation machines filled the air. The bakery had a sign proudly proclaiming a muffin sale this week.

"Goddess, you're right. This is bad, very bad." Dilly Dally's usually grumpy voice changed to one filled with uncertainty and fright.

"What is it? What's wrong?" asked Shining Armour, looking at the two studious ponies.

"You idiot, look." The professor pointed towards the town.

The guard captain looked around, then shrugged. "I don't see anything wrong..."

Dilly Dally facehoofed, knocking his glasses further up the bridge of his snout. "Where are the ponies?" Shining Armour's eyes widened. "Look at the bakery, no smoke from the furnace. Listen, that sound: air conditioners, and yet all the doors are opened. Those flowers are wilted and dying; no town worth ten bits would leave them there. This is wrong."

A nearby bush moved, startling everypony that was attentively listening to Dilly Dally's words. "Who goes there?" called Shining Armour, pushing one of his soldier's lances aside to bodily step forward. Placing his hooves out in a defensive manner, he lowered his head, pointing his horn at the unseen foe.

"Don't shoot big guy!" said a female voice. Out of the bushes climbed a lithe earth pony covered in leaves and broken branches. "Hi boys, about time you showed up." She glared at them while quickly brushing leaves off her purple coat. Around her neck a bright red handkerchief fluttered in the light breeze.

"Are you one of the town's ponies?" asked Shining Armour, taking a half step towards the earth pony. Twilight stepped forward as well, grabbing her brother's shoulder warningly.

"Yeah," she said, eyeing the group warily. "You guys soldiers?"

"Indeed," replied the guard captain, now suspicious.

The purple earth pony smirked. "Good, we could've used you a while ago..."

The professor sighed, impatient to get to the bottom of the situation. "What's your name, what are you doing here, and what, by Celestia's mane, is going on around here?!"

The mare laughed, loud and clear as she tilted her head back. "I like you old guy. Straight to the point, huh?" She ignored Dilly Dally's fuming face as she went on. "Name's Smug Gem. I'm a gem searcher, and I wish I knew what the hay was going on."

Twilight Sparkle stepped forward, her eyes quickly scanning the purple mare. "Are you injured? Do you need help?"

The mare scoffed her concern away. "Don't worry about me. I'll be fine. You, on the other hoof, ought to put something on... You too old guy."

"Put something on?" They shared a look,

"Yeah, like a scarf or something," she said nonchalantly.

Twilight and the professor shared a glance. "Why, exactly, should we do this?"

The mare's eyes widened and she took a step back. "You mean- you mean you guys don't know? Oh goddess no."

The professor glanced around quickly, his mane standing on end. "Explain, quickly! We need to understand!"

The mare gulped, stepping forward a bit. "The shifters. If they see you, they look like you, but they can't mimic clothing well. If you wear clothing, the other survivors can tell that you're not one of them... Just don't let them capture you. They'll drag you away into the wood to do goddess knows what."

Twilight and her brother shared a look. He spoke first, "Sounds like changelings... but they feed off of emotions, not... ponies." Twilight just wrinkled her face in disgust.

"They feed off of emotions?" asked Dilly Dally, a bead of sweat running down the edge of his face. "Fear is a strong emotion... But why kidnap the ponies? And why are those same ponies coming back like this? These aren't normal changelings."

Shining Armour walked past his sibling and the professor, placing himself near the mare. "Look Miss Gem, we don't have a lot of time. Now if you want to help us, you can come along; if not, go join the ponies over there. They'll take care of you."

The mare looked torn, her head moving between the safety of the waiting soldiers and the uncertainty of the town. "Crap... I'll come. Just.. just put something on before stepping in there, alright?"

Shining Armour frowned at nopony in particular as the mare trotted by, her head low as her eyes glanced around. His horn glowing, Shining Armour pulled out two pieces of cloth, each one marked with his family's star. Floating them over to the professor and his sister he quickly tied a knot around their forehooves. "Best be safe."

The group began walking again, slower, as ten pairs of eyes wandered around the town, every cheerful building looming ahead like a trap. Hoofsteps clacked against the paved road as they marched into the town in two long files.

Suddenly, Shining Armour lifted a forehoof. Everypony stopped moving, the soldiers fidgeting with their lances.

_Click, clack, click, clack_

"It's one of them," whispered Smug Gem.

"One of whom?" asked the professor.

"One of the townsponies."

Out of an alleyway came a lavender unicorn, her dark purple mane streaked with pink highlights. "Twilight?" asked Shining Armour, stunned. The unicorn growled, baring its teeth as it charged forward.

Before anypony could properly react, Smug Gem ran forward, stealing the lance of one of the soldiers and plunging it into the unicorn's chest with a sickening thud. The lance speared through the creature, blood dripping out of the open wound as it wiggled and moved in a vain attempt to free itself.

"Wha-what are you doing?!" yelled Twilight Sparkle, galloping towards the creature. Shining Armour reached out, firmly grabbing her with a forehoof.

"Look at it, Twilight. It's trying to mimic your appearance. You need to keep a cool head." The creature thrashed around a bit more as Smug Gem backed away. Slowly, its wild movements calmed until finally it stopped, five pairs of eyes staring at it morbidly.

"Is... is it dead?" asked Twilight, her eyes wide.

Smug Gem cautiously walked to the creature. Grabbing the lance by its handle, she yanked it out of the dead being. "Yeah, it's dead alright. Could have aimed better, but I was sorta in a hurry." Smug Gem trotted back to the soldier from whom she had stolen the lance, tossing it to him nonchalantly. "Should we move on?"

The group looked around, the shoulders of the soldiers hunching as their eyes quickly skipped from place to place. The quaintness of the town was in sharp contrast with the fear it gave them. Twilight, the professor, and Shining Armour were the only ones immune from the fear, but all for different reasons. "I want to inspect it first," said Twilight.

Her brother countered, "We don't have the time, I don't think we should stay here. We need to find any other survivors, then get out of here."

"I agree with Twilight, the more we know about our enemy the better off we'll be." Dilly Dally pushed ahead of Shining Armour, trotting to the dead creature as Twilight quietly followed his lead. Sighing, Shining Armour trotted after them.

The four ponies gathered around the corpse, all of them scanning it attentively. "It's one of the older ones," said Smug Gem, breaking the silence. She pointed at the limbs. "They're purple, like your coat. Most of them can't transform completely... They still look like the townsponies they took over."

"Took over?" asked Twilight, a twinge of worry in her voice.

"Yeah, they came at night- at least, they did at first. One night a little filly went missing, a brat. Next day she's back... but different... They would take ponies and drag them into the woods. Next thing you know those same ponies are whining about cramps, clutching their chests, even nibbling at other ponies. Then they started changing. Their skin darkened, little pock marks appeared on their hooves, and heck, I even saw a pegasus shed his wings." The mare shuddered.

"This doesn't sound like the behavior of the changelings we saw in Canterlot during the wedding. Could they be trying something different?" Twilight paced back and forth, her head low as she listened.

"What did you do?" asked Dilly Dally, his voice gruff.

Smug Gem looked at the professor. "I hid. Even beat a few senseless. Once they began changing, I ran to the edge of town, hiding in attics and stealing food... They started leaving a few days ago, a dozen every time."

Shining Armour's head popped up. "How many have left so far?" he said, stepping towards the mare.

"I don't know... Three, maybe four groups. They all began heading towards Canterlot suddenly... There was another creature with them." Twilight and the professor's ears perked up. "It was bigger than the rest, looked fatter too, full of little tentacles. The others seemed to protect it." The mare shifted on her hooves uneasily.

"Dammit," swore the captain, "I'll go warn the soldiers. We need to send a warning to Canterlot as soon as possible! If they can get the shield up now we might be able to trap the changelings between us and Canterlot." Shining Armour turned and began galloping towards his ponies.

"Wait!" cried out Twilight. Her brother skidded to a halt. "I want to teleport into Canterlot first; something about this isn't right. The changelings that interfered during your wedding were nothing like this."

Shining Armour hummed as he thought. "You're right, but we really need you here..."

"She could deliver the message to raise the shield, then teleport back to camp," proposed the professor.

"Sounds like a plan. I'll see you two in camp in about an hour? Just be sure to lower the shields before I arrive." Closing her eyes, Twilight Sparkle concentrated. Then, with a loud zap, she vanished.

"Come on, you two. We need to get to the camp, A-S-A-P." Shining Armour turned and ran, hollering precise orders to the soldier ponies as he did so.

* * *

"What do you think it is?"

Shining Armour glanced sideways to Smug Gem. "What do I think 'what' is?"

The mare sighed, the sound of it carried away on the brisk wind. "The creature. The one with the tentacles."

Shining Armour turned back towards the front of the sky-cart, his face stern as he concentrated. "I don't know. But it's a threat to Equestria; we need to get rid of it."

The mare smiled in a sultry fashion. "You're rather cute when you're serious. Anypony ever tell you that?"

Shining Armour facehoofed. "I'm married."

One of Smug Gem's eyebrows rose up. "Well she must be a lucky gal." Her hoof touched the side of his armoured chest. "Well, maybe not so lucky now that you're here with me. What is she anyway? Another soldier perhaps?"

"A princess. She's a princess." Shining Armour looked down at the mare, evidently irritated.

"Will you two just shut up?!" screamed Dilly Dally, poking his head out from under a blanket. As he did so the wind caught it, fluttering it away. "Dammit... are we there yet?" He glared at the guard captain.

Shining Armour shook his head dismissively. "Almost, the camp`s right over that ridge of tre-" Suddenly he turned to the other carriage flanking theirs. "Double time!"

Where the shield meant to protect the camp was supposed to be, there were now thick plumes of smoke. Ponies trotted or limped around, their eyes listless as they scanned the battlefield that was, moments ago, their camp.

The three carriages realigned themselves, piercing through the billowing clouds of smoke to land at the far edge of the camp. Soldiers hopped out of the sky-karts, their lances at the ready.

Shining Armour ran forwards, catching one of the running soldiers on the shoulder. The two tumbled and rolled across the sandy ground, kicking up puffs of dirt before the captain pinned the light blue pegasus to the ground. "What's going on?"

The soldier winced under the weight, tugging to get out before his eyes filled with recognition. "Captain?" he asked, bewildered.

Shining Armour got up, freeing the now calmed soldier. "What's going on?"

"Changelings, sir. They... they rushed out of the sky, at least a hundred. Most of us tried to fight back, but then they started picking us off. Eeverypony they stole came back sir. But... then they all left..." The pegasus' eyes filled with hope. "I... I think we've won!"

"Right," said Shining Armour, looking around uneasily. "Did you capture any?" The blue pegasus nodded. "Bring us to them."

Grumbling, Dilly Dally dropped out of the carriage, following the guard captain while most of the soldiers stayed near the vehicles.

The camp was a mess. Tents had been tipped over. Fires had gone out of control and were just now being reigned in by the unicorn soldiers. Foodstuffs littered the trampled ground. There was even the occasional bloodstain. "I've seen images from a hundred battlefields. The real thing is much worse..." commented Dilly Dally as he looked around.

"Soldier?" asked Shining Armour to the pegasus.

"Yes, sir?" He turned and glanced at the captain anxiously.

"What's your name?" The guard captain asked as he walked past the pegasus.

"Inky, sir... Inky Scribewell, of the fourth aerial scouting division," the soldier said, snapping a quick salute before trotting after him.

Eventually the three were led to a row of covered bodies, the sharp copper-like smell of blood hanging in the still-warm air. "I want to know everything that happened here, in detail." Shining Armour sat down, inspecting the camp and the ponies that were still disorientated.

"A few minutes after you left, a large group of changelings appeared. They were fast, but odd; some of them looked injured or weak. The shield went down soon after they began their attack. Then they were on us, bombing us from above or carrying us into the woods." The soldier shuddered. "There were other creatures- smaller, covered in black... tube-like things. The changelings seemed to protect them... They did weird things to us." He shuddered again. "Then they all left, just like that."

Shining Armour furrowed his brow.

"Something's not right about this," spoke up Dilly Dally. "How many casualties, Inky?"

"Er... none, sir."

The professor and the guard captain looked at each other. "Inky... did those creatures... do anything to you?"

"No-not really sir." The pegasus looked at his hooves, shuffling them around slightly. "Just a poke really." He gestured to his unarmoured side, right under his wing. A small round mark decorated his blue coat, dried crusty blood around it.

"Right, I want these bodies cleaned up and burnt. Lock a few in crates and keep them under guard. The science ponies might want to take a look at them." He turned to the professor. "Shall we go meet Twilight? She should be here soon." Shining Armour's eyes wandered towards Canterlot. Dilly Dally followed his gaze.

The majestic white city on the cliff-side was surrounded by a glowing, pink sphere. "Oh, she already got that up, huh? She must be abou-"

"Shining Armour!" screamed a piercing voice. The three stallions spared a glance at each other before running towards the source of the scream. Their hooves thundered against the ground as they rounded on an odd sight.

Twilight stood in the middle of the camp, a book floated besides her. Her legs were spread in a defensive stance as she glared at the nearby soldiers, threatening them with a floating lance.

"Twilight, what are you doing?" asked Shining Armour, a clear note of concern in his voice.

"Shining Armour!" she exclaimed, relief clear in her voice. "We need to talk. You too, professor... Did any of the ponies at the carriages participate in the battle?"

Dilly Dally's brow furrowed. "No, no they didn't... Why?"

She sighed in relief. "Good, make sure that everypony who fought stays here, alright?" she said before trotting towards the carriages.

"Come on, I need to see what this is about," the guard captain said as he galloped after her, shortly followed by Inky and Dilly.

When they arrived Twilight had already opened her large tome, carefully placing it on the side of one of the carriages. "Look ,everypony." Her hoof poked at a page with three diagrams. "This is an old manuscript about changelings. Now, as you remember, there are two types of changelings. The grunts -those are the common ones- and the Queen; the leader of the species."

Everypony nodded. "But this says that there is a third type." She turned the page, revealing a small, grainy, image of a creature, green eyed and shorter than a pony. On its sides were a dozen tube-like limbs. "This is a changeling breeder. They can't change like the rest, but they're responsible for reproducing."

"Reproducing?" repeated the professor, a strong tinge of worry in his voice.

"Yes, they can impregnate other species with changeling offspring. Basically, they can turn a normal pony into one of thems..." The dozen soldiers gathered around her slowly turned and looked at the camp. Ponies were coughing, hacking and clutching their sides in pain.

"Does the impregnation look anything like that?" asked Dilly Dally, a shiver running down his spine as he pointed towards the camp.

Twilight flicked through a few more pages, then gulped. "Yeah, next they'll start losing their pony traits."

"'Losing their pony traits.' What's that me-" began Dilly Dally, stopping as a light blue feather floated by the tip of his muzzle. Turning, everypony stared at Inky. "Inky," said the professor in a forcefully calm voice. "By what, exactly, were you poked?"

The blue pegasus shivered as all their eyes scrutinized him. He furled up his wings, tucking them to his side. "It-it's not what you think; I'm molting..."

"Inky, I'm a pegasus," said Dilly Dally, unfurling his wings as proof. "We don't molt this time of the year."

"Explain yourself, Inky," ordered Shining Armour, placing himself between the soldier and his sister.

"You must be delicious, captain," said Inky, smiling sheepishly as he fretted.

"What?!"

"You must be delusional, delusional... It's nothing, I swear it's nothing." His green eyes wandered from face to face as he slowly began backpedaling.

"Leave now, and I won't kill you." Shining Armour's horn glowed menacingly.

"I can't, they won't let me." Inky began crying, his entire body shaking, losing even more feathers as he tried to restrain himself.

"Twilight, what was the next symptom?" Dilly Dally backed away, the hairs on his neck standing on end.

"The infected becomes a changeling," she said shakily, her eyes snapping from Inky to the camp full of ponies, most of whom were now starting to get up and walk towards them.

"Shit, I knew this was going to happen again! Shit, shit, shit!" swore Smug Gem, poking her head out from one of the carriages. "Where are we running to?" she suddenly asked.

"Run?" Shining Armour seemed offended by the prospect.

"As a military tactician, I too would advise the time-honoured strategy of _getting the hay outta here!" _ the professor screamed as the soldier ponies began trotting towards them. With a flap of his wings, he hopped into the carriage beside Smug Gem.

"We can't fly!" she yelled, "The others'll rip us out of the sky! I've seen it done!" Smug Gem hopped out of the vehicle, trotting down the road towards Canterlot.

The professor looked up at the skies, then back to the winding road that led to the city. "Crap, she's right." He jumped back out of the carriage and landed on the ground with a soft 'oomph'. "Twilight, can't you teleport into the castle? We need to warn the princesses!" he asked as he started galloping.

Twilight began running as well, matching the professor's speed. "Can't teleport through a shield, especially not this one, Princess Celestia made it! Honestly, how are we going to get in there? The entire city is cordoned off!"

"We'll figure it out once we get there," he huffed.

Shining Armour faced his remaining ponies. "Pick up your weapons and start running. Those..." he said, pointed towards the quickly approaching group of slobbering ponies, "...are no longer ponies. Your safety and the safety of other ponies is our prime concern. Let's go!"

The twelve soldiers hurriedly picked their lances up and ran after their captain, glancing behind them at the approaching army. Ponies wearing the same armour and using the same weapons -who, moments ago, had been their friends and allies- were now trying to capture them, and do goddess knows what.

Hoof beat followed hoof beat as the two groups ran uphill. Slowly, Shining Armour's group gained land, climbing faster and running harder than the sickened creatures behind them.

"Almost there!" cried Smug Gem from the front. The road became even, the paved stones better maintained as they finally made it to Canterlot's gate. "It's closed, it's bloody closed!" she screamed in frustration, slapping her hooves against the powerful shield.

"Cele-stia, save, our, so-uls." panted the Professor, desperately wheezing for air. "What do we do now?" he asked Twilight.

The lavender mare huffed for breath, placing a hoof against the wall. "Can't teleport through it, can't fly into it... I- I don't know."

Shining Armour arrived next, twelve soldiers in tow. "What happened?" he asked, considerably less winded than the rest. "Dammit," he suddenly exclaimed, his head pulled back as he looked up the wall.

"What's wrong?" The professor backed away, following the stallion's gaze. "Crap."

All throughout the wall huge cracks ran from side to side, piercing holes through the city's would-be impenetrable shield.

"Now what?" Dilly Dally asked the inevitable question. The group turned around, facing the ever-approaching group of changelings. "A wall to our back, overwhelming odds in front of us. Sounds like something out of my textbooks."

"Those holes," said Twilight, pointing to one of the larger cracks. "Could you fly into one?"

"I told you, I don't fly."

"Dilly Dally!" Shining Armour grabbed the professor's shoulder, turning the pony until they were face to face. "We need to warn the Princesses." The two stallions stared at each other. "Please, my wife is in there! We need to make sure that everypony is safe. Then you can come and save us."

Dilly Dally was quiet, his eyes roving across the determined face of each soldier as they prepared themselves for the worst. He then looked into Twilight's pleading eyes. Smug Gem was still uselessly banging against the wall in desperation. "I-I'll do it."

Shining Armour smiled before turning towards the oncoming wave of changelings. "Make us proud."

"Yeah..." Dilly Dally positioned himself, wings outstretched and ready, aiming for the small crevice. He beat his wings. Plumes of dust rose as he forced against the air, raising one hoof-length after another for each determined beat of his wings.

Finally he made it to the crevice, the pink slit in the enormous shield wall that protected his beloved home. "Now or never." He squeezed his wings close to his body, and shut his eyes.

When he opened them again he was gliding above the city, white spires and gilded balconies greeting him from everywhere. A genuinely happy smile spread across his face, until he remembered his purpose. Looking around, he spotted the royal watchtower- a thinner but taller spire that jutted out of the cityscape.

On its balcony was a single gilded telescope that he aimed for. Beating his wings back in a flurry, he stalled above the terrace, landing with a thud of hooves on marble.

It was empty.

The princess wasn't at her post. "Bloody hell, where is she?" he asked nopony in particular as he fretted about his hooves. His mind raced at thousand miles an hour, thinking of all the places the princess might be.

_Urrghrr_

Dilly Dally's ears perked up at the groan. Inching forward, he cautiously walked into the balcony. There, in the middle of the luxuriously-decorated room, was the slender white frame of princess Celestia.

"Princess! Is that you?! Thank goodness. I was looking for you; I even flew! We need your help; Twlight and Shining Armour are stuck outside the town. There are changelings too, but not the normal kind; they're weird and evil, and they-" He stopped short as the monarch turned to face him.

Rather than the familiar and compassionate face of his beloved princess, he met with the dark green eyes of a changeling. The princess fidgeted, her one good eye quickly scanning him over as she rested in a bed of her own feathers. she opened her mouth, a string of goo stretching over razor sharp teeth.

"Run," she whispered, a single tear rolling out of her eye.

Breathlessly, he whispered. "I'm late again, aren't I?"

* * *

Big BIG, thank-you to Burraku_Pansa, his work at editing this was invaluable! Thanks a bunch mate!

A slightly smaller, but no less important thank-you to Millennial Dan for the proofreading.

This was a practice in writing suspense and tragedy.

Sources:  
wiki/Dicrocoelium_dendriticum


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